Share Block Sale Agreement Template for Indonesia

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Key Requirements PROMPT example:

Share Block Sale Agreement

"I need a Share Block Sale Agreement for the sale of 60% shareholding in an Indonesian technology company to a Singapore-based investor, with completion planned for March 2025 and including provisions for tech IP protection and key employee retention."

Document background
The Share Block Sale Agreement is a crucial document used in Indonesian corporate transactions when a significant portion of a company's shares is being transferred between parties. It is particularly relevant when the transaction requires detailed documentation of terms, conditions, and regulatory compliance under Indonesian law. This agreement type is essential for both domestic and cross-border transactions, incorporating requirements from the Indonesian Company Law, Investment Law, and where applicable, capital market regulations. The document typically includes comprehensive provisions covering share valuation, payment terms, warranties, and various conditions precedent specific to Indonesian regulatory requirements. It's commonly used in corporate restructuring, strategic investments, or exit transactions, and must comply with specific formalities required by Indonesian law, including potential notarization and regulatory approvals.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including complete legal names and addresses

2. Background: Context of the transaction, including company details and reason for the share sale

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration

5. Purchase Price and Payment: Payment terms, method, and timing of payment

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Completion: Details of the completion process, timing, and requirements

8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status

9. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity

10. Pre-Completion Obligations: Obligations of both parties between signing and completion

11. Confidentiality: Provisions regarding confidential information and its protection

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

15. Execution: Signature blocks and execution requirements

Optional Sections

1. Seller Financing: Include when part of the purchase price is paid in installments or through other financing arrangements

2. Security Arrangements: Include when there are share pledges or other security arrangements for deferred payments

3. Non-Competition: Include when the seller needs to be restricted from competing with the company post-sale

4. Regulatory Approvals: Include when specific regulatory approvals are required (e.g., BKPM approval for foreign investors)

5. Tax Indemnity: Include when specific tax arrangements or indemnities are needed

6. Transitional Services: Include when the seller will provide post-completion services to the company

7. Employee Matters: Include when there are specific arrangements regarding key employees

8. Intellectual Property: Include when IP rights are a significant consideration in the transaction

Suggested Schedules

1. Share Details: Details of the shares being sold including share certificates numbers and class of shares

2. Company Information: Key information about the company including corporate details, licenses, and material contracts

3. Warranties: Detailed warranties and representations by the seller regarding the company and shares

4. Completion Checklist: List of documents and actions required for completion

5. Existing Encumbrances: List of any existing encumbrances on the shares or company assets

6. Required Consents: List of third-party consents required for the transaction

7. Financial Statements: Recent financial statements of the company

8. Corporate Documents: Copies of key corporate documents including articles of association and shareholders register

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Transportation

Energy

Telecommunications

Construction

Professional Services

Tourism

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Investment

Corporate Secretariat

Tax

Business Development

Risk Management

Strategy

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Legal Counsel

Investment Director

Mergers & Acquisitions Director

Corporate Development Manager

Finance Director

Compliance Officer

Business Development Director

Investment Manager

Board Member

Managing Director

General Counsel

Transaction Advisory Partner

Private Equity Manager

Venture Capital Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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